Table of Contents

Praise for ‘Deal Makers’

Acknowledgements

Preface

1. The Sales Prevention Squad is on your side!
Those who sell and those who don’t
The Squad are there to keep you out of trouble
You may be perceived as a ‘lion hunter’
Life’s too short for internal battles
Contracts can help you sell

2. The contract provides your ‘User Guide’ for the relationship
Contracts are just tools – how you use them is up to you!
Relationships need rules
Creating your User Guide: the three main functional areas
Your contract should be easy to understand!
How to make a legally binding contract

3. The small print matters – so keep your lawyers on side
‘Small print’ and ‘legalese’ are not helpful but they’re still common
This book will help you understand key legal concepts and contract terms but it won’t turn you into a lawyer!
If your lawyers trust you, life will be easier and sales will close faster
Find the right way to engage with legal counsel – one that works for you and your organisation

4. What you’re selling should match what the client’s buying
The no.1 reason for contract disputes
Writing good specifications can be tough
Proposals, SoWs and Order Forms
Find out what your client thinks they’re buying
Value = meeting the right wants and needs for an acceptable price
Use ‘acceptance’ to check you’ve done what was agreed

5. Help your clients make the project a success
Understand who you’re selling to
Lack of clarity about client contributions causes problems
Your client will appreciate this conversation

6. If you want your commission, help your company get paid!
Linking your personal success to the company’s
Define clear invoicing milestones
Define clear payment terms
Make sure your company gets paid!
Give yourself tools to address late payments

7. The way you deal with problems shows your true mettle
Warranties – addressing delivery problems
Addressing problems with scope
Make customer support a key selling point
If all else fails, escalate – practical dispute resolution

8. Why limits and exclusions of liability are important
Litigation is a losing game
A limit of liability ‘caps’ your exposure if you breach the contract
Liquidated damages aren’t always as bad as they sound
Exclusions of liability prevent the client claiming certain sorts of losses
You must leave the other party with some remedy
Indemnities don’t help anybody
Check your insurance before making concessions

9. Confidentiality and Data Protection protect business and personal data respectively
You have an automatic right to confidentiality but the contract can make it stronger and easier to enforce
Confidentiality should be mutual
The EU Data Protection Directive has changed the global data protection landscape
International data transfers are complex (and getting more so…)
Freedom of Information or breach of confidence?

10. Intellectual property rights are rights in our intellectual creations
Different classes of IPRs are ‘protectable’ by law
If you own an IPR, you control the right of others to use it
Enhancing your product for a client creates a complex IP landscape
Software licensing models are evolving all the time

11. A whistle-stop guide to the ‘legalese’ at the back!
Applicable Law
Assignment
Contracts (Rights of Third Parties) Act 1999
Endeavours – Best and Reasonable
Entire Agreement
Force Majeure
Independent Contractor
Notices
Severability
Survival
Term and termination
Time is of the Essence
Variations

12. Manage the contracting process to improve forecasting
Now you understand the nuts and bolts, you can take control
Be clear about your objectives
Understand the client’s objectives
Use the negotiator’s toolkit to become a more effective negotiator
Getting your deal to signature is cause for celebration!

Onwards and upwards

About the author

About the Author

Tiffany Kemp lives in Berkshire with her husband, two children and dog. She discovered contract law in 1998, when she realised that the contract negotiations she was conducting in her sales role might be a bit more successful if she had a clue what she was doing. After trying without success to find a ‘contract law for non-lawyers’ class at her local college, she bit the bullet and completed a Masters Degree in Business Law at De Montfort University. In 2003 she created Devant, a company dedicated to helping small and medium sized companies punch above their weight in their contractual relationships. Her engineering background (she started her career as an RF engineer, developing military radio for Racal) stood her in good stead, enabling her to overcome the ‘lawyer phobia’ of her early clients by talking about what they did, and how they did it. Devant has grown since the early days but remains focused on seeking out new ways to help companies structure, contract for and deliver better deals. Today, Tiffany is a speaker, trainer and mentor, encouraging business leaders to engage with the contracting process as a positive contributor to their selling and delivery success.

Reviews

“What a wonderful and hugely practical book. I have run my own business for 25 years but learnt so much from just the first few chapters!

The quick summaries are extremely helpful for reminding you what to look for. This is a book that should permanently live on your desk, and be given as a must-have to anyone who touches your contracts.”
*Jo Haigh LLB AAT ACS CF, Corporate Financier, Partner FDS CFS*

“Many sales people find contracts intimidating, or something to be avoided until the last moment. They are often hard to understand and full of unpleasant threats. Yet there are some who use contracts to establish competitive advantage and sustain positive relationships. This book will equip its readers to grasp these benefits, turning the contract and its negotiation into a tool for winning. Read it now!”
*Tim Cummins, President, International Association for Contract & Commercial Management*

“Tiffany’s book is like a Swiss army knife: it contains plenty of tools and you may find yourself using one of them every day. Resourceful sales people will soon have it in their pocket!”
*Anne Jeanpetit, Contracts and Negotiation, Microsoft*

“There are many books on the art and science of selling, but whilst hooking the fish is one thing, landing the catch is another. In this book Tiffany aims high and delivers pragmatic guidance on securing the contract and building relationships, both within an organisation and with its customers. She does not shy away from explaining notoriously knotty issues such as limitations of liability and contract indemnities. In her inimitable and open style, Tiffany draws on her experience to convey the messages in a remarkably concise, clear and memorable way. Lawyers, both in-house and external, would be well advised to encourage their clients’ sales team to read and digest this!”
*David Berry, Partner, Charles Russell LLP*

“In my role I have an increasing level of responsibility for the agreement of our contracts. Before reading this book I felt I understood the contractual terms involved but was aware that I didn’t have a great depth of knowledge regarding the cause and effect of each one. The book certainly helped on that front, but its greatest value to me was in setting out how useful an understanding of contracts, and the actual document itself, can be in the sales process, as opposed to a necessary evil that will only cause problems when you thought the end was in sight. The clarity and logical sense this book applies to each aspect of the contract document made it both an enjoyable and enlightening read.”
*Daniel Hosking, Account Director, Questers Group*

“I thought I knew this stuff, until I started reading. This book was a great refresher in parts, filled in some gaps and exploded some myths. As someone who has to manage the tensions within bid teams, as well as with external parties, I can see me handing this out as a form of ‘marriage guidance’.”
*Liz Benison, President, UK AND IRELAND, CSC*

“A concise and user-friendly introduction to dealing with Business Contracts in laymen’s language. Invaluable for anyone involved in the contract negotiating process, helping them to decide when external legal advisors need to be involved and how much can be safely dealt with internally. Lots of useful summaries and all the key issues are covered in a clear, easy to read manner.”
*Peter Lingham, Managing Director, The NAV People*

“As someone who normally cannot get going with ‘self-development’ books and whose mind normally wanders off to other things, I can’t actually stop reading! I’m taking so much on board, thanks to the blend of language, examples and stories. Genius!”
*Amanda Beswick, Account Director*